Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | List of Documents Filed as a Part of This Report: |
| (1) | Financial Statements. The following financial statements are included in Item 8 of Part II: |
| • | Consolidated Balance Sheets — December 31, 2016 and 2015; |
| • | Consolidated Statements of Income for the Years Ended December 31, 2016, 2015 and 2014; |
| • | Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014; |
| • | Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014; |
| • | Consolidated Statements of Shareholders’ Equity and Other Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014; and |
| • | Notes to Consolidated Financial Statements. |
| (2) | Financial Statement Schedules. |
- Schedule II — Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.
| (3) | Exhibits. A list of the exhibits required to be filed as part of this Report by Item 601 of Regulation S-K is set forth in the Exhibit Index on page 109 of this report, which immediately precedes such exhibits, and is incorporated herein by reference. |
(b) Exhibits. See Item 15(a)(3).
(c) Financial Statement Schedules. See Item 15(a)(2).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 22, 2017.
| EQUIFAX INC. | |
| (Registrant) | |
| By: | /s/ RICHARD F. SMITH |
| Richard F. Smith | |
| Chairman and Chief Executive Officer |
We, the undersigned directors and executive officers of Equifax Inc., hereby severally constitute and appoint John W. Gamble, Jr. and Nuala M. King, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the SEC, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all amendments to said Annual Report on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 22, 2017.
| /s/ RICHARD F. SMITH | |
| Richard F. Smith | |
| Director, Chairman and Chief Executive Officer | |
| (Principal Executive Officer) | |
| /s/ JOHN W. GAMBLE, JR. | |
| John W. Gamble, Jr. | |
| Corporate Vice President and Chief Financial Officer | |
| (Principal Financial Officer) | |
| /s/ NUALA M. KING | |
| Nuala M. King | |
| Senior Vice President and Corporate Controller | |
| (Principal Accounting Officer) | |
| /s/ JAMES E. COPELAND, JR. | |
| James E. Copeland, Jr. | |
| Director | |
| /s/ ROBERT D. DALEO | |
| Robert D. Daleo | |
| Director | |
| /s/ WALTER W. DRIVER, JR. | |
| Walter W. Driver, Jr. | |
| Director | |
| /s/ MARK L. FEIDLER | |
| Mark L. Feidler | |
| Director |
| /s/ G. THOMAS HOUGH | |
| G. Thomas Hough | |
| Director | |
| /s/ L. PHILLIP HUMANN | |
| L. Phillip Humann | |
| Director | |
| /s/ ROBERT D. MARCUS | |
| Robert D. Marcus | |
| Director | |
| /s/ SIRI S. MARSHALL | |
| Siri S. Marshall | |
| Director | |
| /s/ JOHN A. MCKINLEY | |
| John A. McKinley | |
| Director | |
| /s/ ELANE B. STOCK | |
| Elane B. Stock | |
| Director | |
| /s/ MARK B. TEMPLETON | |
| Mark B. Templeton | |
| Director |
2016 Form 10-K
EXHIBIT INDEX
| Exhibit Number | Description | |
| Plan of Acquisition | ||
| 2.1 | Scheme Implementation Deed, dated as of November 22, 2015 (Sydney, Australia time), by and between Equifax Inc. and Veda Group Limited (incorporated by reference to Exhibit 2.1 to Equifax's Form 8-K filed November 24, 2015). | |
| Articles of Incorporation and Bylaws | ||
| 3.1 | Amended and Restated Articles of Incorporation of Equifax Inc. (incorporated by reference to Exhibit 3.1 to Equifax's Form 8-K filed May 14, 2009). | |
| 3.2 | Amended and Restated Bylaws of Equifax Inc. (incorporated by reference to Exhibit 3.1 to Equifax's Form 8-K filed February 21, 2017). | |
| Instruments Defining the Rights of Security Holders, Including Indentures | ||
| 4.1 | Amendment to Rights Agreement dated as of February 19, 2015, between Equifax Inc. and American Stock Transfer & Trust Company, LLC, as successor Rights Agent to SunTrust Bank, amending the Amended and Restated Rights Agreement dated as of October 14, 2005, between Equifax Inc. and SunTrust Bank, as Rights Agent (incorporated by reference to Exhibit 4.1 to Equifax’s Form 8-K filed February 20, 2015). | |
| 4.2 | Indenture dated as of June 29, 1998, between Equifax Inc. and The First National Bank of Chicago, Trustee (the “1998 Indenture”)(under which Equifax's 6.9% Debentures due 2028 were issued) (incorporated by reference to Exhibit 4.4 to Equifax's Form 10-K filed March 31, 1999). | |
| 4.3 | First Supplemental Indenture dated as of June 28, 2007, between Equifax Inc. and The Bank of New York Trust Company, N.A. (under which Equifax's 6.30% Senior Notes due 2017 were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed June 29, 2007). | |
| 4.4 | Second Supplemental Indenture dated as of June 28, 2007, between Equifax Inc. and The Bank of New York Trust Company, N.A. (under which Equifax's 7.00% Senior Notes due 2037 were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed June 29, 2007). | |
| 4.5 | Fourth Supplemental Indenture dated as of December 17, 2012, between Equifax Inc. and The Bank of New York Mellon Trust Company, N.A. (under which Equifax's 3.30% Senior Notes due 2022 were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.2 to Equifax's Form 8-K filed December 11, 2012). | |
| 4.6 | Third Amended and Restated Credit Agreement dated as of December 19, 2012, among Equifax Inc., Equifax Limited, Equifax Canada Co. (formerly known as Equifax Canada, Inc.), Equifax Luxembourg S.A.R.L., the lenders named therein and Bank of America, N.A. as Administrative Agent (incorporated by reference to Exhibit 4.2 to Equifax's Form 8-K filed December 20, 2012). | |
| 4.7 | Indenture, dated as of May 12, 2016, between Equifax Inc. and U.S. Bank National Association, as Trustree (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed May 12, 2016). | |
| 4.8 | First Supplemental Indenture, dated as of May 12, 2016, between Equifax Inc. and U.S. Bank National Association, as Trustee, including the form of 2021 Note as Exhibit A (incorporated by reference to Exhibit 4.2 to Equifax’s Form 8-K filed May 12, 2016). | |
| 4.9 | Second Supplemental Indenture, dated as of May 12, 2016, between Equifax Inc. and U.S. Bank National Association, as Trustee, including the form of 2026 Note as Exhibit A (incorporated by reference to Exhibit 4.3 to Equifax’s Form 8-K filed May 12, 2016). | |
| Except as set forth in the preceding Exhibits 4.1 through 4.9, instruments defining the rights of holders of long-term debt securities of Equifax have been omitted where the total amount of securities authorized does not exceed 10% of the total assets of Equifax and its subsidiaries on a consolidated basis. Equifax agrees to furnish to the SEC, upon request, a copy of such instruments with respect to issuances of long-term debt of Equifax and its subsidiaries. | ||
| Management Contracts and Compensatory Plans or Arrangements | ||
| 10.1 | Form of Director/Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed May 14, 2009). | |
| 10.2 | Form of Change in Control Agreement adopted in 2008 (Tier I or Tier II) (incorporated by reference to Exhibit 10.3 to Equifax’s Form 8-K filed September 26, 2008). |
| 10.3 | Form of Change in Control Agreement adopted in 2013 (Tier I or Tier II) (incorporated by reference to Exhibit 10.2 to Equifax’s Form 10-K filed February 22, 2013). | |
| 10.4 | Equifax Inc. Non-Employee Director Stock Option Plan and Form of Non-Employee Director Stock Option Agreement (incorporated by reference to Exhibit 10.16 to Equifax’s Form 10-K filed March 31, 1999). | |
| 10.5 | Equifax Inc. Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.7 to Equifax’s Form 10-K filed March 29, 2001). | |
| 10.6 | Supplemental Retirement Plan for Executives of Equifax Inc. (incorporated by reference to Exhibit 10.6(a) to Equifax’s Form 10-K filed February 24, 2016). | |
| 10.7 | Trust Agreement for Supplemental Retirement Plan for Executives of Equifax Inc. dated as of September 16, 2011, between Equifax Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.6(b) to Equifax’s Form 10-K filed February 23, 2012). | |
| 10.8 | Equifax Inc. Executive Life and Supplemental Retirement Benefit Plan (incorporated by reference to Exhibit 10.8 to Equifax’s Form 10-K filed March 29, 2001). | |
| 10.9 | Equifax Inc. Key Management Long-Term Incentive Plan, as amended and restated effective as of May 2, 2013 (incorporated by reference to Appendix C to Equifax’s definitive proxy statement on Schedule 14A filed March 20, 2013). | |
| 10.10 | Form of Non-Qualified Stock Option Agreement (Senior Leadership Team) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 to Equifax's form 10-K filed February 22, 2013). | |
| 10.11 | Form of Qualified Performance-Based Restricted Stock Unit Award Agreement (Senior Leadership Team) under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.26 to Equifax’s Form 10-K filed February 22, 2013). | |
| 10.12 | Form of Qualified Performance-Based Restricted Stock Unit Award Agreement (CEO) under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.27 to Equifax’s Form 10-K filed February 22, 2013). | |
| 10.13 | Form of Employee Restricted Stock Unit Award Agreement under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.28 to Equifax’s Form 10-K filed February 22, 2013). | |
| 10.14 | Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.17 to Equifax’s Form 10-K filed February 26, 2009). | |
| 10.15 | Form of Total Share Return Performance Share Award Agreement (Senior Leadership Team) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.29 to Equifax’s Form 10-K filed February 28, 2014). | |
| 10.16 | Form of Total Share Return Performance Share Award Agreement (CEO) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.30 to Equifax’s Form 10-K filed February 28, 2014). | |
| 10.17 | Equifax Inc. 2008 Omnibus Incentive Plan (U.K. Sub-Plan for U.K. Participants) (incorporated by reference to Exhibit 10.10 to Equifax’s Form 10-K filed February 26, 2009). | |
| 10.18 | Form of Non-Qualified Stock Option Agreement under the Equifax Inc. 2008 Omnibus Incentive Plan (U.K. approved option version) (incorporated by reference to Exhibit 10.11 to Equifax’s Form 10-K filed February 26, 2009). | |
| 10.19 | Form of Non-Qualified Stock Option Agreement under the Equifax Inc. 2008 Omnibus Incentive Plan (U.K. unapproved option version) (incorporated by reference to Exhibit 10.12 to Equifax’s Form 10-K filed February 26, 2009). | |
| 10.20 | Equifax Inc. Executive Deferred Compensation Plan, as amended through December 31, 2008 (incorporated by reference to Exhibit 10.13 to Equifax’s Form 10-K filed February 26, 2009). | |
| 10.21 | Equifax Inc. Director Deferred Compensation Plan, as amended through December 31, 2008 (incorporated by reference to Exhibit 10.14 to Equifax’s Form 10-K filed February 26, 2009). | |
| 10.22 | Equifax Grantor Trust dated as of January 1, 2003, between Equifax Inc. and Wachovia Bank, N.A., Trustee, relating to supplemental deferred compensation and phantom stock benefits (incorporated by reference to Exhibit 10.30 to Equifax’s Form 10-K filed March 28, 2003). | |
| 10.23* | Equifax Inc. Director and Executive Stock Deferral Plan, as amended and restated effective January 1, 2015, as amended. | |
| 10.24 | Equifax 2005 Executive Deferred Compensation Plan, as amended and restated effective January 1, 2015 (incorporated by reference to Exhibit 10.1 to Equifax’s Form 10-Q filed July 28, 2016). |
| 10.25 | Amendment No. 1 to Equifax 2005 Executive Deferred Compensation Plan, effective January 1, 2016 (incorporated by reference to Exhibit 10.2 to Equifax’s Form 10-Q filed July 28, 2016). | |
| 10.26 | Amended and Restated Employment Agreement dated as of September 23, 2008, between Equifax Inc. and Richard F. Smith (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed September 26, 2008). | |
| 10.27 | Letter agreement dated December 21, 2012, between Equifax Inc. and Richard F. Smith modifying the Amended Restated Employment Agreement dated as of September 23, 2008 (amendment to comply with Section 409A of Internal Revenue Code) (incorporated by reference to Exhibit 10.22 to Equifax’s Form 10-K filed February 22, 2013). | |
| 10.28 | Deferred Share Award Agreement dated as of September 19, 2005, between Equifax Inc. and Richard F. Smith (incorporated by reference to Exhibit 10.2 to Equifax’s Form 10-Q filed November 7, 2005). | |
| Material Contracts | ||
| 10.29 | Commercial Paper Dealer Agreement dated May 22, 2007, between Equifax Inc. and Bank of America Securities LLC (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed May 23, 2007). | |
| 10.30 | Commercial Paper Dealer Agreement dated May 22, 2007, between Equifax Inc. and SunTrust Capital Markets Securities, Inc. (incorporated by reference to Exhibit 10.2 to Equifax’s Form 8-K filed May 23, 2007). | |
| Other Exhibits and Certifications | ||
| 11.1 | Calculation of earnings per share. (The calculation of earnings per share is in Part II, Item 8, Note 1 to the Consolidated Financial Statements and is omitted in accordance with Section (b)(11) of Item 601 of the Notes to Regulation S-K). | |
| 21.1* | Subsidiaries of Equifax Inc. | |
| 23.1* | Consent of Independent Registered Public Accounting Firm. | |
| 24.1* | Powers of Attorney (included on signature page). | |
| 31.1* | Rule 13a-14(a) Certification of Chief Executive Officer. | |
| 31.2* | Rule 13a-14(a) Certification of Chief Financial Officer. | |
| 32.1* | Section 1350 Certification of Chief Executive Officer. | |
| 32.2* | Section 1350 Certification of Chief Financial Officer. | |
| 101.INS | XBRL Instance Document. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. | |
- Filed herewith.
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
2016
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (In millions) | ||||||||||||||||||||
| Reserves deducted in the balance sheet from the assets to which they apply: | ||||||||||||||||||||
| Trade accounts receivable | $ | 7.5 | $ | 2.2 | $ | — | $ | (1.9 | ) | $ | 7.8 | |||||||||
| Deferred income tax asset valuation allowance | 222.9 | (233.7 | ) | 23.8 | 294.3 | 307.3 | ||||||||||||||
| $ | 230.4 | $ | (231.5 | ) | $ | 23.8 | $ | 292.4 | $ | 315.1 |
2015
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (In millions) | ||||||||||||||||||||
| Reserves deducted in the balance sheet from the assets to which they apply: | ||||||||||||||||||||
| Trade accounts receivable | $ | 7.2 | $ | 4.3 | $ | — | $ | (4.0 | ) | $ | 7.5 | |||||||||
| Deferred income tax asset valuation allowance | 121.4 | (1.5 | ) | (13.0 | ) | 116.0 | 222.9 | |||||||||||||
| $ | 128.6 | $ | 2.8 | $ | (13.0 | ) | $ | 112.0 | $ | 230.4 |
2014
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (In millions) | ||||||||||||||||||||
| Reserves deducted in the balance sheet from the assets to which they apply: | ||||||||||||||||||||
| Trade accounts receivable | $ | 6.8 | $ | 2.5 | $ | — | $ | (2.1 | ) | $ | 7.2 | |||||||||
| Deferred income tax asset valuation allowance | 119.8 | (3.6 | ) | (12.5 | ) | 17.7 | 121.4 | |||||||||||||
| $ | 126.6 | $ | (1.1 | ) | $ | (12.5 | ) | $ | 15.6 | $ | 128.6 |
Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES